W.W. GRAINGER, INC. 4.600% SENIOR NOTES DUE 2045 UNDERWRITING AGREEMENT June 4, 2015Underwriting Agreement • June 11th, 2015 • Grainger W W Inc • Wholesale-durable goods • New York
As adjusted to give effect to the issuance of the notes in this offering and the application of the net proceeds from this offering as described in “Use of Proceeds” in the prospectus supplement, and assuming the offering had been completed on (i) January 1, 2015, the ratio of earnings to fixed charges would have been 17.2x for the three months ended March 31, 2015 and (ii) January 1, 2014, the ratio of earnings to fixed charges would have been 16.1x for the year ended December 31, 2014. The pro forma ratio of earnings to fixed charges does not necessarily represent what the actual ratio of earnings to fixed charges would have been had those transactions occurred on the date assumed.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • June 11th, 2015 • Grainger W W Inc • Wholesale-durable goods • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of June 11, 2015, (this “Supplemental Indenture”), between W.W. Grainger, Inc., an Illinois corporation (the “Company”) and U.S. Bank National Association, a national banking association (the “Trustee”).
